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EX-10.16 EMPLOYMENT AGREEMENT

Employment Agreement

EX-10.16 EMPLOYMENT AGREEMENT | Document Parties: COMPBENEFITS CORP | GEORGE W. DUNAWAY | American Prepaid Professional Services, Inc. You are currently viewing:
This Employment Agreement involves

COMPBENEFITS CORP | GEORGE W. DUNAWAY | American Prepaid Professional Services, Inc.

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Title: EX-10.16 EMPLOYMENT AGREEMENT
Date: 12/4/2006

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                                                                   Exhibit 10.16

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
the 21st day of April, 2003, by and between American Prepaid Professional
Services, Inc. (the "Company"), a Florida corporation (the "Company") and George
W. Dunaway (the "Executive").

     WHEREAS, the Company provides dental and vision health care benefits and
activities related thereto, including network-based dental and vision care,
reduced fee-for-service, third party administration, PPO dental and vision
plans, and indemnity dental and vision plans (the "Business"); and

     WHEREAS, the Company desires to employ Executive in the capacity and on the
terms and conditions hereinafter set forth and Executive is willing to serve in
such capacity and on such terms and conditions.

     NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions set forth in this Agreement, and for other good and valuable
consideration, the parties hereto hereby agree as follows:

          1. EMPLOYMENT. The Company hereby employs the Executive in the
position of Chief Financial Officer of the Company, and the Executive hereby
accept such employment upon the terms and conditions set forth in this
Agreement. For purposes of this Agreement, "employment" shall mean any period of
time during the term hereof which the Company is paying the Executive salary or
wages.

          2. DUTIES OF THE EXECUTIVE. The Executive agrees to perform and
discharge the duties which may be assigned to the Executive from time to time by
the Company's Board of Directors or its designees and consistent with the
Executive's general area of experience, knowledge and skill. The Executive also
agrees to materially comply with all of the Company's material policies,
standards and regulations and to follow the reasonable instructions and
directives of the Executive's superiors within the Company, as promulgated by
the Board of Directors of the Company. The Executive will devote his full
professional and business related time, skills and commercially reasonable
efforts to the Business and the Executive will not, during the term of this
Agreement, be engaged (whether or not during normal business hours) in any other
business or professional activity (excluding reasonable and appropriate
charitable activities), whether or not such activity is pursued for gain, profit
or other pecuniary advantage without the prior written consent of the Board of
Directors of the Company, which consent will not be unreasonably withheld.

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          3. COMPENSATION AND BENEFITS.

          (a) Annual Salary. During the term of employment, American Prepaid
shall pay the Executive a salary (the "Base Salary") at an annual rate as shall
be determined from time to time by the Chief Executive Officer of American
Prepaid, provided, however, that such rate per annum shall not be less than
$240,000. Such salary shall be subject to withholding under applicable law and
shall be payable in periodic installments in accordance with American Prepaid's
usual practice for its executives, as in effect from time to time.

          (b) Annual Bonus Payment. Upon completion of each fiscal year and as
determined by the Compensation Committee of the Board of Directors of the
Company, the Executive shall be eligible to receive a bonus ("Annual Bonus") in
accordance with any bonus plan then in effect for executives of the Company of
equivalent position and title, provided the Executive is employed by the Company
at the time said Annual Bonus, if any, is paid in the normal course (typically
2nd Quarter). Notwithstanding the above, it is agreed that Executive is
guaranteed a first year (2003) bonus equal to 20% of Executive's Base Salary
paid during 2003 ("Guaranteed Bonus"). Said Guaranteed Bonus shall be due and
payable in the 2nd Quarter of 2004.

          (c) Other Benefits. The Executive will be entitled to such fringe
benefits as may be provided from time-to-time by the Company to its Executives,
including, but not limited to, group health insurance, disability, dental,
vision, retirement and any other fringe benefits now or hereafter provided by
the Company to its Executives, if and when the Executive meets the eligibility
requirements for any such benefit. The Company reserves the right to change or
discontinue any Executive benefit plans or program now being offered to its
Executives; provided, however, that all benefits provided for executive officers
of the Company will be provided to the Executive on an equal basis and the
aggregate of such benefits shall not be less than those currently in effect or
otherwise be materially less favorable to the Executive.

          (d) Option Grant.

               (i) CompBenefits Corporation ("CompBenefits") agrees to grant to
     the Executive a non-qualified ("time vested") stock option to purchase
     125,000 shares of CompBenefits' common stock pursuant to a time vested
     stock option agreement in the form attached hereto as Exhibit "A". The
     purchase option shall have a price per share equal to 100% of the fair
     market value per share of CompBenefit's common stock (as determined by the
     Board of Directors of CompBenefits Corporation) on the date on which such
     time vested options are granted; and

               (ii) Grant to the Executive a non-qualified ("performance based
     vesting") stock option to purchase 20,000 shares of CompBenefits' common
     stock pursuant to a performance based vesting stock option agreement in the
     form attached


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     hereto as Exhibit "B." The performance vesting benchmarks will be
     established by the Board of Directors and once established said performance
     vesting benchmarks shall become a part of, by exhibit, the performance
     based vesting stock option agreement. The purchase option shall have a
     price per share equal to 100% of the fair market value per share of
     CompBenefits' common stock (as determined by the Board of Directors of
     CompBenefits) on the date on which such performance based options are
     granted.

          (e) Business Expenses. The Executive will be reimbursed for all
reasonable expenses incurred in the discharge of the Executive's duties under
this Agreement pursuant to the Company's standard reimbursement policies.

          (f) Vacation. The Executive shall receive paid vacation annually in
accordance with the Company's practices for executive officers of the Company.

          (g) Withholding. The Company will deduct and withhold from the
payments made to the Executive under this Agreement, state and federal income
taxes, FICA and other amounts normally withheld from compensation due
Executives.

          4. TERM AND TERMINATION. The Executive's employment with the Company
will be for a period commencing on the date hereof and expiring on the first to
occur of (i) termination by the Company (with or without Cause) and (ii) the
Executive's resignation (with or without Good Reason).

          (a) Definition of Cause. For purposes of this Agreement, "Cause" shall
mean the occurrence of any of the following:

               (i) The Executive (A) materially breaches any of the terms or
     conditions set forth in Sections 5, 6, or 7 of this Agreement or (B)
     materially breaches any of the other terms and conditions set forth in this
     Agreement including, without limitation, the failure to use commercially
     reasonable efforts in the performance of duties assigned to the Executive
     on a full time basis, and, in the case of either clause (A) or clause (B),
     fails to cure such breach within twenty (20) days after the Executive's
     receipt from the Company of written notice of such breach, which notice
     shall describe in reasonable detail the basis for the Company's belief that
     the Executive is in breach hereof;

               (ii) the Executive commits any act in bad faith materially
     detrimental to the business or reputation of the Company;

               (iii) the Executive is convicted of (or admits in writing to the
     commission of) any crime involving fraud, deceit or moral turpitude;


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               (iv) the Executive intentionally engages in unethical, dishonest,
     or illegal activities that have an adverse effect upon the business or
     reputation of the Company; or

               (v) the Executive dies or becomes mentally or physically
     incapacitated or disabled so as to be unable to perform the Executive's
     duties under this Agreement. For purposes of this Agreement, the Executive
     shall be deemed to be mentally or physically incapacitated or disabled so
     as to be unable to perform his duties if and to the extent he becomes
     permanently disabled under the Company's long-term disability policy then
     in effect.

          (b) Definition of Good Reason. For purposes of this Agreement, "Good
Reason" shall mean the occurrence of any of the following:

               (i) the Company materially breaches any of the terms or
     conditions set forth in this Agreement and fails to cure its breach within
     twenty (20) days after its receipt from the Executive of written notice of
     such breach, which notice describes in reasonable detail the Executive's
     belief that the Company is in breach hereof;

               (ii) the Company materially diminishes the Executive's duties or
     reassigns the Executive to a position not consistent with the Executive's
     general area of knowledge, experience and skills, or assigns substantial
     additional responsibilities to the Executive;

               (iii) the Company reduces the Executive's Base Salary;

               (iv) the Company relocates the Executive's principle place of
     employment to more than 35 miles from the Executive's then current
     principal place of employment;

               (v) the Company transfers substantially all of its assets to a
     successor entity and such entity fails to assume the Company's obligations
     under this Agreement.

For purposes of this Agreement, "termination of employment," "termination of the
Executive" and "termination of this Agreement" shall have the same meaning
unless otherwise agreed to in writing by the parties hereto.

          (c) Severance Payments. In the event of termination of the Executive
by the Company without Cause or resignation by the Executive with Good Reason:

               (i) the Executive shall be entitled to receive severance payments
     equal to his Base Salary until the first anniversary of the date of such
     termination which


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     amounts will be payable at the same times as the Base Sal


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